Archive | July, 2011

Video Friday: Say-On-Pay Lawsuits, Crazy? + Daily Show Bonus

This Week in the Boardroom: 7/14/11 TK Kerstetter, President, Corporate Board Member; Scott Cutler, Executive Vice President, NYSE Euronext; and Stephen Lamb, Partner, Paul Weiss discuss the fact that losing a say-on-pay vote increases the likelihood of a shareowner lawsuit. See also Frivolous Say on Pay Lawsuits: Another Unintended Consequence.

This seems like a no-brainer to me. Over 98% of company say on pay votes passed. Isn’t it highly likely that those that fail such votes are more likely to be targeted? I think it is difficult for any company to truly show a direct link between CEO pay and performance. For those companies where Continue Reading →

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Steris (STE): How I Voted

Steris (STE) is one of the stocks in my portfolio. Their annual meeting is coming up today, July 28. Sorry to be so late in posting my vote.  I missed the deadline to use the platform. Additionally, they had no voting advice on this issuer. was slightly better, with advice from one fund, CBIS.  They withheld votes from all board members.

Steris looks like a small-cap to me, so the median pay for CEOs was $2.2 million, according to Equilar, as reported in USPX’s Draft Shareowner Guidelines for Say-on-Pay Voting of May 12, 2011. Looking at Continue Reading →

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Wayback Machine

It has been months since I’ve done a quick look back. In July 2001 I was reporting on Financial information group Thomson Corp. announced it is selling its much-respected proxy vote research arm Institutional Shareholder Services to smaller rival Proxy Monitor. (Warning: most old links are broken: the Internet doesn’t stand still)

The International Corporate Governance Network (ICGN), representing institutions with some $10 trillion (US) in assets, concluded its seventh annual meeting in Tokyo with a call for regulators to treat global investors equally and for companies to be responsive to the concerns of all shareholders.

Wall Street Journal/NBC found that 36% of respondents (65% of whom were employed) said they have stock options or a financial stake at their place of Continue Reading →

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Corporate Director's Guidebook, Sixth Edition

I haven’t read the new Guidebook but I see that Corporate Counsel invited Weil, Gotshal & Manges partner Holly Gregory, who co-chaired the committee that authored the book talk about it with Spencer Smul of Estee Lauder and Lynn Stout of UCLA School of Law who did not.

Asked about what’s been preserved from prior edition, Stout said the equivalent of “Directorship for Dummies.” Smul referred to the popular chapter, “Joining a Board of Directors.”

Asked what was most useful about the new version, Stout points to provisions outlining legal, operational, and reputational risk. Smul agreed, and added he liked the new appendices and resources for additional information.

The most important new information for in-house lawyers for Stout was addressing:

what it means to owe a duty to the corporation and its shareholders. There is a tendency, especially in the business media, to assume that owing a duty to the shareholders is the same thing as maximizing share price. I think the Guidebook does a good job of making the very basic point that the concept of shareholder value is in many ways a fiction because different shareholders have different values. Some are focused on short-term stock price, some on long-term returns, some shareholders are diversified, some have social or political interests, and some do not.

(more at A How-To Guide For Corporate Boards And Counsel, Connecticut Law Tribune, 7/25/2011)


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Corporate Transactions Handbook: A Deal Structure Primer — Reviewed

The Corporate Transactions Handbook by Lawrence Hsieh is an annually supplemented legal guide designed to help attorneys, bankers and, I would add, boardmembers, to become fully acquainted with the major legal issues related to a variety of corporate transactions in the most popular practice areas.

One unusual characteristic of the book, especially for a legal handbook on such a complex topic, is the lack of footnotes. This, and the extensive use of flow-charts and graphs (over 200), add to the guide’s readability. For me, the graphics are its major strength or improvement over other such guides I have read.

One of the potentially more interesting chapters for board members is Key Deal Point Issues, which provides an overview of some of the most commonly negotiated non-structural issues such as creating a collar, where parties agree to both a floor and cap, much like having a collar or call and a put to yield greater certainty to the value of a stock. An earnout provision can be used to bump up the purchase price or a portion thereof, based on the performance of the target after the closing date.  This can be very helpful when the buyer wants target managers to stay onboard for some time after the transaction. The chapter provides a good guide to concepts such as representations, covenants, closing conditions, qualifiers and indemnification that boardmembers should be familiar with so they can properly assess proposed transactions.

These basic transaction types are discussed in much more detail in following chapters along with many other topics. Corporate Transactions Handbook covers a big subject, running in multi-dimensions from liabilities, consents, tax consequences, and transaction types to takeover defenses, securities laws and loan structuring. Lawrence Hsieh explains the broad range possibilities and potential pitfalls in enough depth to get most through more than the basics.

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What Would Proxy Access Look Like if Done Right?

The Business Roundtable and Chamber of Commerce made their case and the Court found the SEC rulemaking on proxy access arbitrary and capricious “for having failed once again… to adequately assess the economic effects of a new rule.”

The SEC rules certainly didn’t come out the way Les Greenberg and I envisioned when we petitioned back in the summer of 2002. Ours was a simple proposal, summed up in one sentence:

The intended effect of the suggested modifications is that the solicitation of proxies for all nominees for Director positions, who meet the other legal requirements, be required to be included in the Company’s proxy materials.

I didn’t realize Just how bad the actual language is that got adopted until I read an illuminating paper by Jill E. Fisch of the University of Pennsylvania, The Destructive Ambiguity of Federal Proxy Access. I urge everyone who cares about this critical issue to read Fisch’s paper.  Continue Reading →

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Video Friday: Unraveled & Housing Bubble

“Unraveled” reveals the lesser-known case against Mark Dreier, an attorney and “philanthropist” charged with wire fraud, money laundering and other charges. In what amounts to a fascinating study of greed and motivation told from within an intimate series of exchanges, director Marc Simon allows Dreier to share his account of the events that transpired.

Slick graphic-novel style animations introduce us to Dreier as a man in a position to deal in hundreds of millions of dollars, a man confident in his ability to deliver what Continue Reading →

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Extracurricular Reading

From August 2011 Harper’s Index:

  • Portion of employers who say they conduct criminal-background checks on potential employees: ¾
  • Chance that an American adult has a criminal record: 1 in 4
  • Percentage of applicants offered undergraduate admission to Harvard this year: 6.2
  • Percentage of applicants accepted for employment on McDonanld’s National Hiring day in April: 6.2

From the July/August edition of Resurgence comes a review of Chandran Nair’s Consumptionomics: Asia’s Role in Reshaping Capitalism and Saving the Planet. by Chandran Nair by Ziauddin Sardar.

Rampant consumerism is the great curse of our time. The driving force is “free market Fundamentalism.” Nair thinks China and India will be forces of change, largely for two reasons:

  1. The US model if unsustainable. Corn, which is heavily subsidized, and where farmers pay nothing for the carbon emissions they generate, is an example of a model which assumes Nature has limitless capacity. That model only works when a small proportion of the Continue Reading →
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Latest CEO Pay Outrage: Two Sets of Books – Sign Petition

Sen. Carl Levin, D-Mich., and Sen. Sherrod Brown, D-Ohio, announced they introduced legislation to end tax breaks for stock options. As pointed out by Paul Hodgson – Chief Communications Officer of The Corporate Library:

Since they are considered performance-related pay, stock option expense is subject to corporate tax relief under Section 162(m) of the IRC. However, the tax relief is given on the actual expense of the stock options, based on the profits made by the executives at the time the options are exercised. This, Sen. Levin and Sen. Brown have discovered, is a much larger figure than the expenses recorded in company accounts, which estimates the cost of the option at its grant date. This differential, the senators claim, is a huge corporate tax break, and closing the loophole would net the Treasury about $25 billion.

This is priceless information and an eye-popping piece of legislation and there are almost too many conclusions here for one little blogger to deal with.

1. If this is true, companies are seriously underestimating the costs associated with stock options, thus bamboozling shareholders and the markets.

2. If this is true, companies are seriously underestimating the amount of pay being granted to their executives, thus bamboozling everyone.

3. If this is true, I was right all along in insisting that the SEC use the amount recorded as profit as the proper record of pay for executives, even though it ignored me.

4. If this is true, virtually every other pay survey – apart from ours – is not just wrong but seriously underestimates the amount of pay that executives receive.

But the real doozy is left to the end, in the summary of the bill. Just read this:

  • make stock option deductions subject to the existing $1 million cap on corporate tax deductions for compensation paid to top executives of publicly held corporations.

In other words, stock options will no longer be considered performance-related pay under Section 162(m). That’s fine by me. I never thought market-priced stock options should be in the first place. Of course, there should be exceptions – premium-priced options, index-linked options, performance-vesting options. But if this went through this would be the death knell of the market-priced option for all but the smallest companies which aren’t affected by the $1million cap anyway.

And no bad thing either.  An End to Tax Breaks for Stock Options? – The Corporate Library Blog

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Reframing Corporate Social Responsibility

Reframing Corporate Social Responsibility: Lessons from the Global Financial Crisis, edited by William Sun, Jim Stewart, and David Pollard, is volume 1 in an important new series: Critical Studies on Corporate Responsibility, Governance and Sustainability. Disclosure: I’m on the Editorial Advisory and Review Board of the series at the request of William Sun, who I’ve already identified as an important voice in corporate governance. See my review of his How to Govern Corporations So They Serve the Public Good: A Theory of Corporate Governance Emergence.

This new volume reflects on corporate responsibility (CSR), focusing on what role, if any, it played in the financial crisis and, perhaps more importantly, how such events might be avoided in the future by more fully integrating CSR into mainstream corporate practices. The editors argue that business discourse and values are currently viewed as Continue Reading →

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Risks of Fracking

The companies most likely to be trusted by investors and most readily welcomed by local communities will be those that:

• Have an across-the-board, transparent record of voluntary actions to reduce the quantity and toxicity of chemicals;

• Develop innovative methods for reducing use of fresh water — for example, recycling fracturing waste waters or using saline or industrial waste waters for fracturing;

• Systematically inventory and reduce air emissions from operations, including using green completions where appropriate and substituting closed waste storage structures for open pits;

• Closely oversee their contractors to prevent shoddy well construction and demonstrate rapid emergency response capability;

• Know what’s in their waste and what happens to it;

• Anticipate and respond to local community noise, road damage, and other nuisance concerns; and

• Acknowledge regulatory transgressions and lessons learned from them.

via The Real Story About the Risks of Fracking, Richard Liroff,, 7/18/2011.

Good advice from a trusted source.

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Shareholder Protection Act

The Story of Stuff people did a great job of creating a video about Citizens United, asking for a Constitutional Amendment limiting corporate influence…very ambitious but unlikely to provide a solution anytime soon.

The SEC ruled that shareowner proposals calling for approval of political spending must be included on the company’s proxy card and put to a shareholder vote. However, there are thousands of corporations and tackling them one at a time will also take many years.

Bills introduced last week in both the House and Senate attempt to address Citizens United more globally than one corporation at a time. The Shareholder Protection Act would mandate extensive disclosure, a role for independent directors, and shareowner approval.

  • First, the Shareholder Protection Act would require companies to disclose to shareholders each year both the amounts and recipients of the company’s spending on politics. According to Lucian A. Bebchuk and Robert J. Jackson, Jr., the SEC currently has the authority to require disclosures of this type. They urge the SEC to develop rules that would require that shareholders be given information on corporate political spending.
  • Second, the Act would require oversight of political spending by the board of directors of amounts over $50,000. Individual board member votes and the details of approved expenditures will be disclosed online within 48 hours and to shareowners and the SEC on quarterly basis. Bebchuk and Jackson also favor requiring directors to provide shareholders, in each year’s proxy statement, with a report explaining their choices and policies concerning the company’s spending on politics.
  • Third, an affirmative vote by shareowners would be required to approve the amount of any corporate spending on politics. Bebchuk and Jackson would give shareowners both a say on the overall level of spending and the power to adopt bylaws governing how this spending will be distributed. Giving shareowners veto over the budget for political spending, without any say over the targets of that spending, may unnecessarily limit choices between no spending at all or endorsing management preferences that don’t align with those of shareowners.

More information at Colbert’s Knock Knock Joke is Funny Because It’s True….Unless (The Corporate Library, 7/15/2011), The Re-Introduction of the Shareholder Protection Act, (HLSFCG&FR, 7/14/2011), 11 Reasons Why We Need the Shareholder Protection Act, Business Ethics, 7/13/2011, and Contact Congress via Public Citizens.

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Wall Street: From Mortgages to Taxes

The Street is tailoring government bonds to fit the winning mortgage market strategy, right down to selling shorts to investors who are gambling right now that governments won’t be able to meet both their budgets and pay their loans off, given the crippling economy that still hasn’t recovered from the subprime mortgage crash. The idea of course is not to repeat the mistakes and scams that plagued that other market.

Investment houses, some of which many people will recognize from the “Too Big to Fail” hearings on Capital Hill: Bank of America Merrill Lynch, Citigroup, Goldman Sachs Group, JP Morgan Chase and Morgan Stanley, are hard at work conforming muni bond contracts in order to trade them in groups called tranches. Sound familiar?

via Wall Street to trade tax dollars like it did your mortgage, Maureen Nevin Duffy, Old to some but new to me.

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Video Friday: CalPERS Candidate Forum

Videos are now available from the “CalPERS Candidates’ Forum,” moderated by the League of Women Voters of Sacramento County, on Wednesday, July 6, 2011 in the CalPERS Auditorium. I sponsor these CalPERS forums as publisher of because I think there is far too little coverage of these important elections in the press. This is my attempt to help CalPERS member be more informed voters.  I think there is some overlapping interest with readers of Continue Reading →

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Video Friday: 6 Degrees Warmer: Mass Extinction?

Will we actually be frightened enough to do something more than install solar panels on our roof, buy a Prius and recycle our garbage?

It doesn’t take an economist to understand the basic economic principle that you can’t grow an asset if you have destroyed the asset base. This fundamental principle seems to make perfect sense to us when we are talking about money, so why do we continually fumble with the equation when it comes to the natural asset base that our economic activity and human welfare depends on? What am I talking about? Well let me explain… (Growing from what?,, 7/14/2011)

During an ice age, the most probable climate sensitivity is six to eight degrees Continue Reading →

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How to Profit from the Coming Debt Default

As my stocks tumble amidst growing uncertainty over whether or not to raise the debt ceiling, I couldn’t help but wonder, how could I profit from those who seem bent on destroying the US economy?

House Democrats are circulating a resolution accusing House Majority Leader Eric Cantor (R-Va.) of having a conflict of interest in the debt ceiling debate, a move that could provide an awkward C-SPAN moment for one of the lead Republicans in the budget negotiations.

The resolution goes after Cantor’s investment in ProShares Trust Ultrashort 20+ Year Treasury ETF, a fund that “takes a short position in long-dated government bonds.”

The fund is essentially a bet against U.S. government bonds. If the debt ceiling is not raised and the United States defaults on its debts, the value of Cantor’s fund would likely increase. (Eric Cantor Hit By Democrats For Potentially Profiting From U.S. Default, Huffington Post, 7/8/2011)

Although interesting, the article goes on to note that “Cantor owns $3,327 in the ProShares trust. His congressional pension in the Thrift Savings Plan, on the other hand, is invested in the G Fund of government bonds and is valued at over $263,000.”

Republican Senator Lindsey Graham told ABC’s Jonathan Karl… he “bets” the debt ceiling will not be raised August 2nd and that the United States will very likely default on its debt. (Lindsey Graham On Odds Of Raising The Debt Ceiling: ‘If I Were A Betting Man, I’d Bet No’, Mediaite, 7/12/2011)

Gold anyone?

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IFC Integrates Corporate Governance Analysis

The International Finance Corporation (IFC), a member of the World Bank Group, claims to be the first development finance institution to require a systematic corporate governance analysis of every investment transaction as part of its due diligence.

According to their press release, all new IFC investments will be subject to a focused corporate governance analysis during the appraisal process. The depth of IFC’s analysis will depend on the client and project characteristics. For some clients, a simple corporate governance review will be Continue Reading →

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Videos of CalPERS Candidate Forum Available

Videos are now available from the “CalPERS Candidates’ Forum,” moderated by the League of Women Voters of Sacramento County, on Wednesday, July 6, 2011 in the CalPERS Auditorium. Although less than 50 people showed up for the forum, I expect many more will watch them online. We will need to consider other options for the next forum to ensure a better turnout. Your ideas are welcome. Please e-mail them to [email protected].

In the first round of the current election only 14% of members voted. Let’s hope more vote in the run-off.

CalPERS members as of June 1, 2011 are eligible to vote in the runoff election. Ballot packages were mailed beginning June 30, 2011 and must be postmarked or received by CalPERS on or before July 28, 2011 in order to count. Unofficial election results will be available online in mid-August 2011.  Below are links to documents previously posted by CalPERS and you can click on candidate names to go to Continue Reading →

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Median CEO Pay Up Again: My Apologies

Do I need to apologize? I’ve been using USPX guidelines to vote down pay packages at large companies over the $9 million 2010 median reported by Equilar earlier this year. Now, they’ve revised their pay figures. Final data show median pay for top executives at 200 big companies last year was $10.8 million, up 23% from 2009. (We Knew They Got Raises. But This?, New York Times, 7/2/2011)

The average US worker earned $725 a week in late 2010, up 0.5% (less than inflation) from the year before. I’ve been voting down almost all pay packages where a named executive officer (NEO) earned more than what I thought was the median last year of $9 million. Now it looks like I’ve been too harsh and should have only been voting against those over $10.8 million. I suppose I could say I’m sorry for my vote at those companies where an NEO got more than $9 million but less than $10.8 million. On the other hand, only 1.5% of the companies in the Equilar study had they pay proposals rejected… so, no harm, no foul.

Do we really need to pay them that much? I think our attempt to link pay to performance has resulted in refocusing the corporation. Instead of serving some reasonable public purpose and paying profits to shareowners, many corporations now are moving off shore to avoid paying taxes and are focused on maximizing profits for named executive officers.

Meanwhile, a study from Capgemini and Bank of America Merrill Lynch estimates that financial wealth control by the high net worth individuals jumped 9.7% over the last year to $42.7  trillion. It is hard to see the economy really recovering while the middle class is being hollowed out… although I suppose we could pin our hopes on exports to the growing middle classes of China, India and Brazil.

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CalSTRS Advance Board Diversity

CalSTRS withdrew all eight of its board diversity shareholder proposals filed during the 2011 proxy season after successfully engaging companies to consider diversity in director searches.

In recent years, the issues of board of director leadership and oversight roles have taken on increased significance to long-term investors, such as CalSTRS. Today’s economic challenges highlight the importance that board diversity plays in enhancing value and providing companies with a full range of fresh talent and experience. According to Anne Sheehan, CalSTRS Director of Corporate Governance:

We’ve advanced the ball in the name of board diversity and are committed in our conviction that corporate boards and their nominating committees consider diversity in the larger context of improving shareholder value. One lesson from the financial crisis was the role corporate board group-think played in fostering management short-term priorities that proved detrimental to sustainable value creation. We think improved board diversity will address that problem.

To assist boards in the enhancement of diversity on corporate boards and of shareholder value, CalSTRS and CalPERS launched the Diverse Director DataSource, known as “3D,” by announcing the selection of corporate governance vendor Governance Metrics International to develop and operate the DataSource. 3D is expected to go live later in July and begin accepting nominations from board candidates. The database will offer shareholders, companies and other organizations a valuable resource for identifying candidates.

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Economics of Good and Evil: The Secret Foundations of a Science

Economics of Good and Evil: The Quest for Economic Meaning from Gilgamesh to Wall Streetby Thomas Sedlacek, explores the path dependency of modern Western economics through mythology, religion and fables. I wish the book had been published and influential forty-five years ago when I was a freshman economics major.

When I was an undergraduate student in economics we started with the moral/political arguments of Adam Smith, Thomas Malthus, Karl Marx, David Ricardo, J.S. Mill, and Alfred Marshall. I was so delighted with my chosen major that after the first semester, I signed up for sophomore year economics classes, which for us meant Samuelson. Continue Reading →

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Non-Financial Reporting

The Global Education Research Network symposium hosted by the Center for Corporate Citizenship opened with a panel titled “Looking at the Big Picture of Non-Financial Reporting.” Moderator Brad Googins, associate professor at the Carroll School, was joined by Steve Lydenberg, partner, Strategic Vision, Domini Social Investing, and Michael Sadowski, vice president, SustainAbility Inc. Googins asked the pair of experts to roll out a crystal ball and give their take on where CSR reporting is headed.

Lydenberg wasted no time sketching his view of the future. “In my view,” he said, “CSR is headed toward mandatory reporting.” But he added that big questions remain about the relationship between mandatory and voluntary reporting.

Sadowski shared a few topics that are on SustainAbility’s mind of late:

  1. Driving greater value from reporting for companies and users
  2. Broadening the notion of integrated reporting to include targeted communications to specific stakeholder groups (e.g. consumers, employees
  3. Engaging mainstream investors and analysts on sustainability issues
  4. New models of assurance that focus on how “future-proof” companies are rather than validating past information and efforts.

More at Taking a look at what lies on the horizon for non-financial reporting, Tim Wilson, Center for Corporate Citizenship, Boston College.

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Dell (DELL): How I Voted

Dell (DELL) is one of the stocks in my portfolio. Their annual meeting is coming up July 15 and today is the last day to vote using the platform. had seven “good causes,” including two consolidations. had five funds voting. I see none of the five are voting in favor all the board members. Most are withholding votes against most directors. I wish the funds would announce why they are voting how they do on either site. Since most of the funds listed on both and voted to withhold against all directors, I voted that way as well but I voted to ratify the auditors.

Looking at Dell’s proxy, the Summary Compensation Table shows that Stephen J. Felice, one of two presidents, was the highest paid named executive officer at a little over $11 million. Using the United States Proxy Exchange (USPX) released draft guidelines, I am voting against most Continue Reading →

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Call for Papers: Ethical Finance & Governance

A December 16, 2011 on Ethical Finance & Governance is planned for Paris, chaired by H. Jemel (Amiens School of Management & LEM UMR 8179, Fr), JM. Sahut (HEG Geneva, Ch & CEREGE EA 1722-Univ. Poitiers, Fr) & F. Teulon (IPAG LAB, Fr). Guest speaker at the conference will be Z. Sardar, a Visiting Professor at City University London and the editor of the forecasting and planning journal, Futures. He is also a member of the UK Commission on Equality and Human Rights. His journalism appears most often in The Guardian and The Observer. He has written or edited 45 books over a period of 30 years, like “Islamic Futures.”

The Paris workshop aims to consider the development of financial activities in an ethical perspective and problematic of corporate governance. The conference will focus on opportunities within sustainable and ethical finance arenas considering, in particular, Islamic finance as a sub-sector of ethical finance. Topics for this conference include, but are not limited to: Ethic and Continue Reading →

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Call for Papers on Institutional Investors & Sustainability

I’m on the editorial advisory board of the Critical Studies on Corporate Responsibility, Governance and Sustainability series of books to be published by Emerald and so am helping them scour the world for contributing authors. The next book in the series will be edited by Dr. Suzanne Young, Associate Professor, La Trobe University, Australia, and Professor Stephen Gates, Audencia Nantes School of Management, France. The topic is Institutional Investors and Corporate Responses: Actors, Power and Responses. How Do Institutional Investors Use Their Power to Promote the Sustainability Agenda?  How Do Corporations Respond?

In many economies, institutional investors such as pension funds hold the largest share of stocks, and as such are the dominant shareholder class.  They are increasingly using their power to bring about a change of corporate Continue Reading →

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Video Friday: Corporate Board Member at SCS&GP Conference

This Week in the Boardroom (7/7/2011) hosts Paul Washington, Senior Vice President, Deputy General Counsel and Corporate Secretary of Time Warner Inc. The segment–taped at the Society of Corporate Secretaries & Governance Professionals‘ National Conference in Colorado–addresses shareholder proposals, withhold vote campaigns, risk, long vs short-term, and the ever-changing role of corporate secretaries. Make it safe for the CEO to come to the board without all the answers.

A week earlier (6/30/2011) TK Kerstetter, President of Corporate Board Member, speaks with Ken Bertsch, President & CEO of the Society of Corporate Secretaries & Governance Professionals, at the Conference. The segment addresses regulatory changes, board education, and the balance between business processes and shareholders rights. Say on pay (accompanying lawsuits for failed votes), technology in the boardroom, risk (especially liquidity) and whistle-blowers were three big topics. We’re at the point of possible Federal overreach. See also Ken Bertsch reaches out to small and mid-cap companies, Corporate Secretary, 7/1/2011.

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ESOP Appraisers: What is Really Needed

A new U.S. Senate bill would exclude appraisers of employee stock ownership plans (ESOPs) from the U.S. Department of Labor’s new definition of fiduciary. S. 1232 says,

Section 3(21)(A) of the Employee Retirement Income…Security Act of 1974 (29 U.S.C. 1002(21)(A)) is amended by inserting ‘and except to the extent a person is providing an appraisal or fairness opinion with respect to qualifying employer securities (as defined in section 407(d)(5)) included in an employee stock ownership plan (as defined in section 407(d)(6)).’

The DoL issued a proposed rule to revamp the definition of fiduciary under ERISA last Continue Reading →

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Making Independent Board Leadership Work for the Long Term: Yale Governance Forum 2011 Concluding Remarks

Elise Walton

This session was the last for me at the fabulous Yale Governance Forum 2011. I had to leave this session early, missed the last one, missed the Rising Stars event and all those other sessions during the breakout.

The session was held under Chatham house rule, so no citing people or their organization when discussing what they said. Elise Walton moderated a panel that included Geoff Beattie, Thomas Glocer and Lynn Stout.

With two panelists from Thomson Reuters, that company was central to much of the discussion and I think that gives me a little more flexibility under the Chatham house rule, since readers can’t tell where comments came from if I Continue Reading →

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What is Corporate Governance For? Yale Governance Forum

Stephen Davis

The second session of the second day of the Yale Governance Forum 2011 was held under Chatham House Rule. Panelists were announced in advance, so that is no secret, but under the rule those reporting must not attribute what was said to specific individuals on the panel or in the audience. Stephen Davis was the moderator. Kerstin Jorna, Bernadette Kelly and Gregory Lau were panelists.

What you’re getting here is largely my take-away, complete with all my own personal bias, rather than an accurate reflection of what actually was said.

Who is corporate governance meant to serve? We all know it is not a national affair but is Continue Reading →

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